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1. Parties: Identification of the disclosing party (seller), receiving party (potential buyer), and their authorized representatives
2. Background: Context of the potential business sale and purpose of the NDA
3. Definitions: Key terms including 'Confidential Information', 'Business', 'Representatives', 'Permitted Purpose'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the business sale
5. Permitted Purpose: Specific permitted uses of the confidential information in evaluating the business purchase opportunity
6. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information
7. Security Measures: Required measures to protect confidential information, including digital security requirements
8. Return or Destruction of Information: Obligations regarding the handling of confidential information after discussions end
9. Duration of Obligations: Time period for which confidentiality obligations remain in force
10. Breach and Remedies: Consequences of breaching the agreement and available remedies
11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Non-Solicitation: Prevents approaching employees, clients, or suppliers - particularly relevant if potential buyer is a competitor
2. Non-Circumvention: Prevents direct approaches to business partners or clients identified during due diligence
3. POPIA Compliance: Specific provisions regarding personal information handling under POPIA - needed if personal data will be shared
4. Competition Law Compliance: Required when parties are competitors or when information sharing could raise competition law concerns
5. Announcements and Publicity: Controls on public statements about the potential transaction - important for listed companies or sensitive transactions
6. Representative Obligations: Additional provisions when multiple representatives will access information
7. Digital Data Handling: Specific provisions for electronic data rooms and digital information sharing
1. Schedule 1: Description of the Business: Detailed description of the business and assets covered by the NDA
2. Schedule 2: Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3: Specific Confidential Information: Detailed list of categories of confidential information to be disclosed
4. Schedule 4: Security Protocols: Specific security measures and protocols for handling confidential information
5. Schedule 5: Data Room Rules: Rules and procedures for accessing and using electronic data rooms if applicable
Authorized Representatives
Business
Business Day
Confidential Information
Data Room
Disclosing Party
Effective Date
Group Companies
Information Security Measures
Intellectual Property Rights
Material Adverse Effect
Negotiations
Operator
Permitted Purpose
Personal Information
Processing
Receiving Party
Related Persons
Representatives
Responsible Party
Security Breach
Signature Date
Termination Date
Trade Secrets
Transaction
Unauthorized Access
Interpretation
Duration
Confidentiality Obligations
Permitted Use
Information Protection
Data Protection
Return of Information
Destruction of Information
Non-Disclosure
Non-Circumvention
Non-Solicitation
Security Measures
Representatives' Obligations
Electronic Information Handling
Breach
Remedies
Indemnification
Competition Law Compliance
POPIA Compliance
Publicity Restrictions
Assignment
Severability
Entire Agreement
Amendment
Notices
Costs
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Relationship of Parties
Electronic Signatures
Manufacturing
Retail
Technology
Financial Services
Professional Services
Healthcare
Real Estate
Hospitality
Construction
Mining
Agriculture
Transportation
Education
Media and Entertainment
Energy
Telecommunications
Legal
Finance
Mergers & Acquisitions
Corporate Development
Executive Leadership
Risk and Compliance
Business Development
Operations
Strategy
Information Technology
Chief Executive Officer
Managing Director
Business Owner
Corporate Lawyer
Legal Counsel
Chief Financial Officer
Finance Director
Business Development Manager
Mergers & Acquisitions Director
Due Diligence Manager
Investment Banker
Business Broker
Company Secretary
Compliance Officer
Risk Manager
Operations Director
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